Separate Legal Existence Sample Clauses

Separate Legal Existence. The Trust Depositor shall:
Separate Legal Existence. The Trust Depositor shall (a) maintain compliance with the covenants set forth in Section 9(j) of the Trust Depositor LLC Agreement, and (b) to the extent in addition to the covenants referred to in clause (a) of this Section 6.14, take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidationopinion of Dechert LLP, on the Closing Date, upon which the conclusions expressed therein are based.
Separate Legal Existence. The Parties shall maintain the separate legal existence of each Company. Each Company shall hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except as a subsidiary of Parent). The Companies shall conduct their business under their respective corporate names. Parent shall not hold in its name any interest in any of the assets or liabilities of the Operating Companies or the proceeds of the assets and liabilities of the Operating Companies. Neither the Parent nor the Stockholders shall be obligated to contribute capital to the Operating Companies.
Separate Legal Existence. The Seller acknowledges that the Purchaser, the Trustee and the Certificateholders are entering into the agreements and consummating the transactions contemplated hereby and by the Pooling and Servicing Agreement in reliance on the identity of the Purchaser as a separate legal entity, and the rights and interests of such Persons would be prejudiced if this reliance were undermined. Accordingly, the Seller will take such steps as are necessary and within its control to maintain the Purchaser's separate legal existence and identity and to make it apparent to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or any other subsidiary or Affiliate of the Seller. Such steps will include the following:
Separate Legal Existence. The Borrower shall maintain its separate legal entity as a Special Purpose Entity and make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of each of the Originators, the Servicer and any Affiliate thereof, and is not a division of any Originator, the Servicer or any other Person. Without limiting the generality of the foregoing, the Borrower shall take such actions as shall be required in order that the Borrower's purpose is limited solely to purchasing the Receivables, granting security interests in the Receivables, entering into the Financing Documents and the transactions contemplated thereby and engaging in incidental activities in connection therewith.
Separate Legal Existence. The Trust Depositor shall (a) maintain compliance with the covenants set forth in the Limited Liability Company Operating Agreement of the Trust Depositor, dated as of June 20, 2006, by Ares Capital Corporation and Xxxxxx X. Xxxxxxx and (b) take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidationopinion of Xxxxxx & Xxxxxxx, LLP, delivered on the Closing Date, upon which the conclusions expressed therein are based.
Separate Legal Existence. Section 6.15 [Reserved].
Separate Legal Existence. Neither the Borrower nor the Parent Guarantor shall permit or suffer to be made any amendment to the Limited Liability Company Operating Agreement of the Borrower or the Servicing Agreement without the approval of the Majority Lenders. Borrower shall take, or cause to be taken, all steps required to maintain the Borrower's status as a separate legal entity.
Separate Legal Existence. Section 6.15 [Reserved] Section 6.16 Liability of Trust Depositor and Others

Related to Separate Legal Existence

  • Legal Existence Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • Maintenance of Separate Existence (i) Fail to do all things necessary to maintain its existence separate and apart from the Purchaser including, without limitation, maintaining appropriate books and records (including current minute books); (ii) except as required by applicable law, suffer any limitation on the authority of its own directors and officers or partners to conduct its business and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own officers and directors or partners to act on its behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company’s or limited partnership’s own officers and directors or partners would customarily be responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of the Seller under the Seller’s control physical possession of all its books and records, (B) maintain capitalization adequate for the conduct of its business, (C) account for and manage all of its liabilities separately from those of any other Person, including, without limitation, payment by it of all payroll and other administrative expenses and taxes from its own assets, (D) segregate and identify separately all of its assets from those of any other Person, (E) maintain employees, or pay its employees, officers and agents for services performed for the Seller or (F) allocate shared overhead fairly and reasonably; or (iv) commingle its funds with those of the Purchaser or use the Purchaser’s funds for other than the uses permitted under the Transaction Documents.

  • Maintain Existence It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Separate Entity Existence The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of Winston & Xxxxxx LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based. ARTICLE SIX THE TRUST DEPOSITOR

  • Maintenance of Corporate Existence, etc Maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it of any subsidiary and deemed by the Company to be necessary to the conduct of their business.

  • Maintenance of Corporate Existence Subject to Article 7, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

  • Formation; Existence It is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Corporate Existence; Compliance with Law Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is, or will be on or before the date set forth in subsection 6.12, duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.